Articles & Analyses
Developments in corporate law, tax procedure and litigation practice — explained for business.
Payment for Continued Management on a Share Sale: Purchase Price or Wages?
Where a portion of the price on a sale of GmbH shares is paid specifically for the seller’s continued service as managing director, the distinction between Sections 17 and 19 EStG is decisive. The Federal Fiscal Court sets out a clear test for the first time.
Read article →Self-Defeat of Urgency in Disputes Over Corporate Officers
Requesting and fully using an extension of the appeal deadline in interim relief proceedings against a removed managing director regularly defeats urgency — even where the underlying claim is well founded.
Read article →Taxation of Earn-Out Payments on the Sale of a Business
Profit- or revenue-dependent purchase price components on the sale of a partnership interest must be taxed only upon receipt — without the rate relief otherwise available for capital gains. The Federal Fiscal Court confirms its case law on earn-out clauses.
Read article →Real Estate Transfer Tax on Shortening a Chain of Shareholdings
Shortening a chain of shareholdings in a real-estate-holding corporation within a group can trigger real estate transfer tax again — even where the prior indirect acquisition was already taxed. The Fiscal Court of Baden-Württemberg’s decision, and the pending appeal before the Federal Fiscal Court.
Read article →Interim injunction against the removed managing director
The ability to influence the company does not automatically end with removal. Which claims an interim injunction can secure — and why urgency allows no second chance.
Read article →Constructive profit distribution through diversion of a business opportunity
When a shareholder-managing director uses a company opportunity for himself, it has tax consequences — even without any flow of money. How the tax office argues, and when the position holds.
Read article →Appeals to the Federal Fiscal Court — when the road to Munich is worth taking
Fundamental significance, divergence, procedural defects: which grounds for admission hold — and how a complaint against non-admission must be structured.
Read article →The Federal Court of Justice on directors’ liability: recent case law and its consequences
Recent case law has sharpened the requirements on allocation of responsibilities, supervision and documentation — a review for practitioners.
Read article →One acquisition, real estate transfer tax twice? Share deals between signing and closing
When signing and completion of a share purchase fall apart in time, two real estate transfer tax events may be triggered. Why the correction provision of Section 16 (4a) GrEStG only helps those who take their notification obligations seriously.
Read article →The reform of German partnership law: what family businesses should adjust now
The MoPeG has reorganised the law of the GbR and commercial partnerships — with consequences for articles of association, registers and resolution defect law.
Read article →